|
||||
|
|
|
|
|
|
FORM 10-Q
|
|
T
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
94-3008969
|
(State or Other Jurisdiction of Incorporation or Organization)
|
|
(I.R.S. Employer Identification No.)
|
Large accelerated filer
x
|
Accelerated filer
o
|
Non-accelerated filer
o
|
Smaller reporting company
o
|
|
|
(Do not check if a smaller reporting company)
|
|
|
|
|
|
|
TABLE OF CONTENTS
|
||
|
|
Page
|
Part I. FINANCIAL INFORMATION
|
|
|
|
|
|
Item 1.
|
Financial Statements (unaudited)
|
|
|
|
|
|
Consolidated Balance Sheets
|
|
|
|
|
|
Consolidated Statements of Operations
|
|
|
|
|
|
Consolidated Statements of Comprehensive Income (Loss)
|
|
|
|
|
|
Consolidated Statements of Equity
|
|
|
|
|
|
Consolidated Statements of Cash Flows
|
|
|
|
|
|
Notes to Consolidated Financial Statements
|
|
|
|
|
Item 2.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
|
|
Item 3.
|
Quantitative and Qualitative Disclosure About Market Risk
|
|
|
|
|
Item 4.
|
Controls and Procedures
|
|
|
|
|
Part II. OTHER INFORMATION
|
|
|
|
|
|
Item 1.
|
Legal Proceedings
|
|
|
|
|
Item IA.
|
Risk Factors
|
|
|
|
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
|
|
|
|
Item 6.
|
Exhibits
|
|
|
|
|
|
|
|
|
September 27, 2015
|
|
December 28, 2014
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
502,881
|
|
|
$
|
956,175
|
|
Restricted cash and cash equivalents, current portion
|
24,957
|
|
|
18,541
|
|
||
Accounts receivable, net
1
|
207,073
|
|
|
504,316
|
|
||
Costs and estimated earnings in excess of billings
1
|
39,069
|
|
|
187,087
|
|
||
Inventories
|
349,615
|
|
|
208,573
|
|
||
Advances to suppliers, current portion
|
73,303
|
|
|
98,129
|
|
||
Project assets - plants and land, current portion
1
|
562,699
|
|
|
101,181
|
|
||
Prepaid expenses and other current assets
1
|
279,055
|
|
|
328,845
|
|
||
Total current assets
|
2,038,652
|
|
|
2,402,847
|
|
||
|
|
|
|
||||
Restricted cash and cash equivalents, net of current portion
|
45,764
|
|
|
24,520
|
|
||
Restricted long-term marketable securities
|
6,577
|
|
|
7,158
|
|
||
Property, plant and equipment, net
|
681,380
|
|
|
585,344
|
|
||
Solar power systems leased and to be leased, net
|
492,149
|
|
|
390,913
|
|
||
Project assets - plants and land, net of current portion
|
18,141
|
|
|
15,475
|
|
||
Advances to suppliers, net of current portion
|
306,554
|
|
|
311,528
|
|
||
Long-term financing receivables, net
|
300,236
|
|
|
269,587
|
|
||
Goodwill and other intangible assets, net
|
112,570
|
|
|
37,981
|
|
||
Other long-term assets
1
|
392,302
|
|
|
300,229
|
|
||
Total assets
|
$
|
4,394,325
|
|
|
$
|
4,345,582
|
|
|
|
|
|
||||
Liabilities and Equity
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
1
|
$
|
444,045
|
|
|
$
|
419,919
|
|
Accrued liabilities
1
|
533,699
|
|
|
331,034
|
|
||
Billings in excess of costs and estimated earnings
|
79,472
|
|
|
83,440
|
|
||
Short-term debt
|
20,523
|
|
|
18,105
|
|
||
Convertible debt, current portion
|
—
|
|
|
245,325
|
|
||
Customer advances, current portion
1
|
27,814
|
|
|
31,788
|
|
||
Total current liabilities
|
1,105,553
|
|
|
1,129,611
|
|
||
|
|
|
|
||||
Long-term debt
|
263,883
|
|
|
214,181
|
|
||
Convertible debt, net of current portion
1
|
694,214
|
|
|
692,955
|
|
||
Customer advances, net of current portion
1
|
131,861
|
|
|
148,896
|
|
||
Other long-term liabilities
1
|
552,120
|
|
|
555,344
|
|
||
Total liabilities
|
2,747,631
|
|
|
2,740,987
|
|
||
Commitments and contingencies (Note 10)
|
|
|
|
|
|
||
Redeemable noncontrolling interests in subsidiaries
|
49,833
|
|
|
28,566
|
|
||
Equity:
|
|
|
|
|
|
||
Preferred stock, $0.001 par value; 10,000,000 shares authorized; none issued and outstanding as of both September 27, 2015 and December 28, 2014
|
—
|
|
|
—
|
|
||
Common stock, $0.001 par value, 367,500,000 shares authorized, 145,057,767 shares issued, and 136,584,629 shares outstanding as of September 27, 2015; 367,500,000 shares authorized, 138,616,252 shares issued, and 131,466,777 shares outstanding as of December 28, 2014;
|
137
|
|
|
131
|
|
||
Additional paid-in capital
|
2,314,849
|
|
|
2,219,581
|
|
||
Accumulated deficit
|
(619,996
|
)
|
|
(560,598
|
)
|
||
Accumulated other comprehensive loss
|
(11,364
|
)
|
|
(13,455
|
)
|
||
Treasury stock, at cost; 8,473,138 shares of common stock as of September 27, 2015; 7,149,475 shares of common stock as of December 28, 2014
|
(153,892
|
)
|
|
(111,485
|
)
|
||
Total stockholders' equity
|
1,529,734
|
|
|
1,534,174
|
|
||
Noncontrolling interests in subsidiaries
|
67,127
|
|
|
41,855
|
|
||
Total equity
|
1,596,861
|
|
|
1,576,029
|
|
||
Total liabilities and equity
|
$
|
4,394,325
|
|
|
$
|
4,345,582
|
|
1
|
The Company has related-party balances for transactions made with Total and its affiliates as well as unconsolidated entities in which the Company has a direct equity investment. These related-party balances are recorded within the "Accounts Receivable, net," "Costs and estimated earnings in excess of billings," "Project assets - plants and land, current portion," "Prepaid expenses and other current assets," "Other long-term assets," "Accounts payable," "Accrued Liabilities," "Customer advances, current portion," "Convertible debt, net of current portion," and "Customer advances, net of current portion" financial statement line items in the Consolidated Balance Sheets (see Note 2, Note 3, Note
8
, Note
11
, Note
12
, and Note
13
).
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
September 27, 2015
|
|
September 28, 2014
|
|
September 27, 2015
|
|
September 28, 2014
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Revenue
|
|
$
|
380,218
|
|
|
$
|
662,734
|
|
|
$
|
1,202,109
|
|
|
$
|
1,863,027
|
|
Cost of revenue
|
|
317,574
|
|
|
554,220
|
|
|
977,766
|
|
|
1,497,379
|
|
||||
Gross margin
|
|
62,644
|
|
|
108,514
|
|
|
224,343
|
|
|
365,648
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
||||||||
Research and development
|
|
24,973
|
|
|
17,291
|
|
|
66,701
|
|
|
50,618
|
|
||||
Sales, general and administrative
|
|
81,109
|
|
|
68,394
|
|
|
239,843
|
|
|
213,821
|
|
||||
Restructuring charges
|
|
726
|
|
|
188
|
|
|
6,056
|
|
|
(990
|
)
|
||||
Total operating expenses
|
|
106,808
|
|
|
85,873
|
|
|
312,600
|
|
|
263,449
|
|
||||
Operating income (loss)
|
|
(44,164
|
)
|
|
22,641
|
|
|
(88,257
|
)
|
|
102,199
|
|
||||
Other income (expense), net:
|
|
|
|
|
|
|
|
|
||||||||
Interest income
|
|
448
|
|
|
922
|
|
|
1,498
|
|
|
1,908
|
|
||||
Interest expense
|
|
(8,796
|
)
|
|
(17,170
|
)
|
|
(32,994
|
)
|
|
(53,072
|
)
|
||||
Other, net
|
|
(3,601
|
)
|
|
882
|
|
|
8,761
|
|
|
2,175
|
|
||||
Other expense, net
|
|
(11,949
|
)
|
|
(15,366
|
)
|
|
(22,735
|
)
|
|
(48,989
|
)
|
||||
Income (loss) before income taxes and equity in earnings of unconsolidated investees
|
|
(56,113
|
)
|
|
7,275
|
|
|
(110,992
|
)
|
|
53,210
|
|
||||
Benefit from (provision for) income taxes
|
|
(36,224
|
)
|
|
8,320
|
|
|
(37,916
|
)
|
|
2,868
|
|
||||
Equity in earnings of unconsolidated investees
|
|
5,052
|
|
|
1,689
|
|
|
9,107
|
|
|
5,408
|
|
||||
Net income (loss)
|
|
(87,285
|
)
|
|
17,284
|
|
|
(139,801
|
)
|
|
61,486
|
|
||||
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests
|
|
30,959
|
|
|
14,749
|
|
|
80,403
|
|
|
49,693
|
|
||||
Net income (loss) attributable to stockholders
|
|
$
|
(56,326
|
)
|
|
$
|
32,033
|
|
|
$
|
(59,398
|
)
|
|
$
|
111,179
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per share attributable to stockholders:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
(0.41
|
)
|
|
$
|
0.24
|
|
|
$
|
(0.44
|
)
|
|
$
|
0.87
|
|
Diluted
|
|
$
|
(0.41
|
)
|
|
$
|
0.20
|
|
|
$
|
(0.44
|
)
|
|
$
|
0.72
|
|
Weighted-average shares:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
136,473
|
|
|
131,204
|
|
|
134,294
|
|
|
127,716
|
|
||||
Diluted
|
|
136,473
|
|
|
167,117
|
|
|
134,294
|
|
|
158,962
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
September 27, 2015
|
|
September 28, 2014
|
|
September 27, 2015
|
|
September 28, 2014
|
||||||||
Net income (loss)
|
|
$
|
(87,285
|
)
|
|
$
|
17,284
|
|
|
$
|
(139,801
|
)
|
|
$
|
61,486
|
|
Components of comprehensive income (loss):
|
|
|
|
|
|
|
|
|
||||||||
Translation adjustment
|
|
(1,276
|
)
|
|
(3,777
|
)
|
|
(3,037
|
)
|
|
(3,435
|
)
|
||||
Net unrealized gain on derivatives (Note 13)
|
|
4,799
|
|
|
2,148
|
|
|
5,607
|
|
|
2,505
|
|
||||
Income taxes
|
|
(936
|
)
|
|
(425
|
)
|
|
(479
|
)
|
|
(504
|
)
|
||||
Net change in accumulated other comprehensive gain (loss)
|
|
2,587
|
|
|
(2,054
|
)
|
|
2,091
|
|
|
(1,434
|
)
|
||||
Total comprehensive income (loss)
|
|
(84,698
|
)
|
|
15,230
|
|
|
(137,710
|
)
|
|
60,052
|
|
||||
Comprehensive loss attributable to noncontrolling interests and redeemable noncontrolling interests
|
|
30,959
|
|
|
14,749
|
|
|
80,403
|
|
|
49,693
|
|
||||
Comprehensive income (loss) attributable to stockholders
|
|
$
|
(53,739
|
)
|
|
$
|
29,979
|
|
|
$
|
(57,307
|
)
|
|
$
|
109,745
|
|
|
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
|
Redeemable Noncontrolling Interests
|
|
Shares
|
|
Value
|
|
Additional
Paid-in
Capital
|
|
Treasury
Stock
|
|
Accumulated Other
Comprehensive Income (Loss)
|
|
Retained Earnings (Accumulated Deficit)
|
|
Total
Stockholders’
Equity
|
|
Noncontrolling Interests
|
|
Total Equity
|
|||||||||||||||||||
Balances at December 28, 2014
|
|
$
|
28,566
|
|
|
131,466
|
|
|
$
|
131
|
|
|
$
|
2,219,581
|
|
|
$
|
(111,485
|
)
|
|
$
|
(13,455
|
)
|
|
$
|
(560,598
|
)
|
|
$
|
1,534,174
|
|
|
$
|
41,855
|
|
|
$
|
1,576,029
|
|
Net loss
|
|
(1,920
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(59,398
|
)
|
|
(59,398
|
)
|
|
(78,483
|
)
|
|
(137,881
|
)
|
|||||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,091
|
|
|
—
|
|
|
2,091
|
|
|
—
|
|
|
2,091
|
|
|||||||||
Issuance of common stock upon exercise of options
|
|
—
|
|
|
54
|
|
|
—
|
|
|
464
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
464
|
|
|
—
|
|
|
464
|
|
|||||||||
Issuance of restricted stock to employees, net of cancellations
|
|
—
|
|
|
3,379
|
|
|
3
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Settlement of the 4.5% Warrants
|
|
—
|
|
|
3,008
|
|
|
3
|
|
|
(577
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(574
|
)
|
|
—
|
|
|
(574
|
)
|
|||||||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
43,906
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
43,906
|
|
|
—
|
|
|
43,906
|
|
|||||||||
Tax benefit from convertible debt interest deduction
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,388
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,388
|
|
|
—
|
|
|
26,388
|
|
|||||||||
Tax benefit from stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,090
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,090
|
|
|
—
|
|
|
25,090
|
|
|||||||||
Contributions from noncontrolling interests
|
|
24,953
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
108,779
|
|
|
108,779
|
|
|||||||||
Distributions to noncontrolling interests
|
|
(1,766
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,024
|
)
|
|
(5,024
|
)
|
|||||||||
Purchases of treasury stock
|
|
|
|
(1,324
|
)
|
|
—
|
|
|
—
|
|
|
(42,407
|
)
|
|
—
|
|
|
—
|
|
|
(42,407
|
)
|
|
—
|
|
|
(42,407
|
)
|
||||||||||
Balances at September 27, 2015
|
|
$
|
49,833
|
|
|
136,583
|
|
|
$
|
137
|
|
|
$
|
2,314,849
|
|
|
$
|
(153,892
|
)
|
|
$
|
(11,364
|
)
|
|
$
|
(619,996
|
)
|
|
$
|
1,529,734
|
|
|
$
|
67,127
|
|
|
$
|
1,596,861
|
|
|
Nine Months Ended
|
||||||
|
September 27, 2015
|
|
September 28, 2014
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income (loss)
|
$
|
(139,801
|
)
|
|
$
|
61,486
|
|
Adjustments to reconcile net income (loss) to net cash (used in) operating activities:
|
|
|
|
||||
Depreciation and amortization
|
97,369
|
|
|
75,124
|
|
||
Stock-based compensation
|
42,484
|
|
|
41,940
|
|
||
Non-cash interest expense
|
5,768
|
|
|
15,991
|
|
||
Equity in earnings of unconsolidated investees
|
(9,107
|
)
|
|
(5,408
|
)
|
||
Excess tax benefit from stock-based compensation
|
(25,090
|
)
|
|
—
|
|
||
Deferred income taxes and other tax liabilities
|
22,668
|
|
|
(1,893
|
)
|
||
Gain on sale of residential lease portfolio to 8point3 Energy Partners LP
|
(27,915
|
)
|
|
—
|
|
||
Other, net
|
1,940
|
|
|
2,619
|
|
||
Changes in operating assets and liabilities, net of effect of acquisitions:
|
|
|
|
||||
Accounts receivable
|
292,102
|
|
|
(45,934
|
)
|
||
Costs and estimated earnings in excess of billings
|
148,018
|
|
|
(14,469
|
)
|
||
Inventories
|
(187,153
|
)
|
|
23,860
|
|
||
Project assets
|
(499,847
|
)
|
|
(33,338
|
)
|
||
Prepaid expenses and other assets
|
12,640
|
|
|
(149,945
|
)
|
||
Long-term financing receivables, net
|
(108,418
|
)
|
|
(77,109
|
)
|
||
Advances to suppliers
|
29,800
|
|
|
(18,578
|
)
|
||
Accounts payable and other accrued liabilities
|
(59,841
|
)
|
|
(15,376
|
)
|
||
Billings in excess of costs and estimated earnings
|
(3,968
|
)
|
|
40,440
|
|
||
Customer advances
|
(21,009
|
)
|
|
(13,399
|
)
|
||
Net cash used in operating activities
|
(429,360
|
)
|
|
(113,989
|
)
|
||
Cash flows from investing activities:
|
|
|
|
||||
Increase in restricted cash and cash equivalents
|
(27,659
|
)
|
|
(9,550
|
)
|
||
Purchases of property, plant and equipment
|
(132,352
|
)
|
|
(45,508
|
)
|
||
Cash paid for solar power systems, leased and to be leased
|
(64,419
|
)
|
|
(35,559
|
)
|
||
Cash paid for solar power systems
|
(10,007
|
)
|
|
(4,917
|
)
|
||
Proceeds from sales or maturities of marketable securities
|
—
|
|
|
1,380
|
|
||
Proceeds from 8point3 Energy Partners LP attributable to real estate projects and residential lease portfolio
|
363,928
|
|
|
—
|
|
||
Purchases of marketable securities
|
—
|
|
|
(30
|
)
|
||
Cash paid for acquisitions, net of cash acquired
|
(59,021
|
)
|
|
(6,894
|
)
|
||
Cash paid for investments in unconsolidated investees
|
(4,092
|
)
|
|
(5,013
|
)
|
||
Cash paid for intangibles
|
(3,401
|
)
|
|
—
|
|
||
Net cash provided by (used in) investing activities
|
62,977
|
|
|
(106,091
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from issuance of convertible debt, net of issuance costs
|
—
|
|
|
395,275
|
|
||
Cash paid for repurchase of convertible debt
|
(324,352
|
)
|
|
(42,153
|
)
|
||
Proceeds from settlement of 4.75% Bond Hedge
|
—
|
|
|
68,842
|
|
||
Payments to settle 4.75% Warrants
|
—
|
|
|
(81,077
|
)
|
||
Proceeds from settlement of 4.50% Bond Hedge
|
74,628
|
|
|
114
|
|
||
Payments to settle 4.50% Warrants
|
(574
|
)
|
|
—
|
|
||
Proceeds from issuance of non-recourse debt financing, net of issuance costs
|
80,445
|
|
|
74,840
|
|
||
Repayment of non-recourse debt financing
|
(1,083
|
)
|
|
—
|
|
||
Proceeds from issuance of project loans, net of issuance costs
|
211,847
|
|
|
—
|
|
||
Assumption of project loan by customer
|
—
|
|
|
(40,672
|
)
|
||
Repayment of bank loans, project loans and other debt
|
(240,198
|
)
|
|
(16,540
|
)
|
||
Proceeds from residential lease financing
|
2,219
|
|
|
—
|
|
||
Repayment of residential lease financing
|
(39,975
|
)
|
|
(15,686
|
)
|
||
Proceeds from sale-leaseback financing
|
17,219
|
|
|
23,578
|
|
||
Repayment of sale-leaseback financing
|
(2,237
|
)
|
|
(1,360
|
)
|
||
Proceeds from 8point3 Energy Partners LP attributable to operating leases and unguaranteed sales-type lease residual values
|
29,300
|
|
|
—
|
|
||
Contributions from noncontrolling interests and redeemable noncontrolling interests
|
133,732
|
|
|
75,312
|
|
||
Distributions to noncontrolling interests and redeemable noncontrolling interests
|
(6,790
|
)
|
|
(2,808
|
)
|
||
Proceeds from exercise of stock options
|
467
|
|
|
939
|
|
||
Excess tax benefit from stock-based compensation
|
25,090
|
|
|
—
|
|
||
Purchases of stock for tax withholding obligations on vested restricted stock
|
(42,407
|
)
|
|
(56,000
|
)
|
||
Net cash provided by (used in) financing activities
|
(82,669
|
)
|
|
382,604
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(4,242
|
)
|
|
(2,306
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
(453,294
|
)
|
|
160,218
|
|
||
Cash and cash equivalents, beginning of period
|
956,175
|
|
|
762,511
|
|
||
Cash and cash equivalents, end of period
|
$
|
502,881
|
|
|
$
|
922,729
|
|
|
|
|
|
||||
Non-cash transactions:
|
|
|
|
||||
Assignment of residential lease receivables to third parties
|
$
|
2,742
|
|
|
$
|
6,419
|
|
Costs of solar power systems, leased and to be leased, sourced from existing inventory
|
$
|
47,295
|
|
|
$
|
25,808
|
|
Costs of solar power systems, leased and to be leased, funded by liabilities
|
$
|
8,229
|
|
|
$
|
2,389
|
|
Costs of solar power systems under sale-leaseback financing arrangements, sourced from project assets
|
$
|
6,076
|
|
|
$
|
17,333
|
|
Property, plant and equipment acquisitions funded by liabilities
|
$
|
43,083
|
|
|
$
|
12,146
|
|
Issuance of common stock upon conversion of convertible debt
|
$
|
—
|
|
|
$
|
188,263
|
|
Sale of residential lease portfolio in exchange for non-controlling equity interests in the 8point3 Group
|
$
|
68,273
|
|
|
$
|
—
|
|
Acquisition of intangible assets funded by liabilities
|
$
|
6,512
|
|
|
$
|
—
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
(In thousands)
|
|
September 27, 2015
|
|
September 28, 2014
|
|
September 27, 2015
|
|
September 28, 2014
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
|
||||||||
EPC, O&M, and components revenue under joint projects
|
|
$
|
11,905
|
|
|
$
|
107,289
|
|
|
$
|
14,860
|
|
|
$
|
142,790
|
|
Research and development expense:
|
|
|
|
|
|
|
|
|
||||||||
Offsetting contributions received under the R&D Agreement
|
|
$
|
(360
|
)
|
|
$
|
(724
|
)
|
|
$
|
(1,177
|
)
|
|
$
|
(1,277
|
)
|
Interest expense:
|
|
|
|
|
|
|
|
|
||||||||
Guarantee fees incurred under the Credit Support Agreement
|
|
$
|
3,479
|
|
|
$
|
3,358
|
|
|
$
|
8,477
|
|
|
$
|
8,704
|
|
Fees incurred under the Compensation and Funding Agreement
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,200
|
|
Interest expense incurred on the 0.75% debentures due 2018
|
|
$
|
375
|
|
|
$
|
375
|
|
|
$
|
875
|
|
|
$
|
1,203
|
|
Interest expense incurred on the 0.875% debentures due 2021
|
|
$
|
680
|
|
|
$
|
547
|
|
|
$
|
1,907
|
|
|
$
|
662
|
|
(In thousands)
|
|
Residential
|
|
Commercial
|
|
Power Plant
|
|
Total
|
||||||||
As of December 28, 2014
|
|
$
|
20,780
|
|
|
$
|
—
|
|
|
$
|
440
|
|
|
$
|
21,220
|
|
Goodwill arising from business combinations
|
|
11,122
|
|
|
4,943
|
|
|
14,831
|
|
|
30,896
|
|
||||
As of September 27, 2015
|
|
$
|
31,902
|
|
|
$
|
4,943
|
|
|
$
|
15,271
|
|
|
$
|
52,116
|
|
(In thousands)
|
|
Gross
|
|
Accumulated
Amortization
|
|
Net
|
||||||
As of September 27, 2015
|
|
|
|
|
|
|
||||||
Patents and purchased technology
|
|
$
|
49,799
|
|
|
$
|
(2,705
|
)
|
|
$
|
47,094
|
|
Project pipeline assets
|
|
9,410
|
|
|
—
|
|
|
9,410
|
|
|||
Purchased in-process research and development
|
|
3,700
|
|
|
—
|
|
|
3,700
|
|
|||
Other
|
|
500
|
|
|
(250
|
)
|
|
250
|
|
|||
|
|
$
|
63,409
|
|
|
$
|
(2,955
|
)
|
|
$
|
60,454
|
|
As of December 28, 2014
|
|
|
|
|
|
|
||||||
Patents and purchased technology
|
|
$
|
13,675
|
|
|
$
|
(615
|
)
|
|
$
|
13,060
|
|
Purchased in-process research and development
|
|
3,700
|
|
|
—
|
|
|
3,700
|
|
|||
|
|
$
|
17,375
|
|
|
$
|
(615
|
)
|
|
$
|
16,760
|
|
(In thousands)
|
|
Amount
|
||
Fiscal Year
|
|
|
||
2015 (remaining three months)
|
|
$
|
2,956
|
|
2016
|
|
14,693
|
|
|
2017
|
|
10,539
|
|
|
2018
|
|
11,270
|
|
|
2019
|
|
8,989
|
|
|
Thereafter
|
|
8,307
|
|
|
|
|
$
|
56,754
|
|
|
|
As of
|
||||||
(In thousands)
|
|
September 27, 2015
|
|
December 28, 2014
|
||||
Accounts receivable, net:
|
|
|
|
|
||||
Accounts receivable, gross
1,2
|
|
$
|
225,881
|
|
|
$
|
523,613
|
|
Less: allowance for doubtful accounts
|
|
(16,832
|
)
|
|
(18,152
|
)
|
||
Less: allowance for sales returns
|
|
(1,976
|
)
|
|
(1,145
|
)
|
||
|
|
$
|
207,073
|
|
|
$
|
504,316
|
|
1
|
Includes short-term financing receivables associated with solar power systems leased of
$10.3 million
and
$9.1 million
as of
September 27, 2015
and
December 28, 2014
, respectively (see Note
7
).
|
2
|
Includes short-term retainage of
$14.3 million
and
$213.0 million
as of
September 27, 2015
and
December 28, 2014
, respectively. Retainage refers to the earned, but unbilled, portion of a construction and development project for which payment is deferred by the customer until certain contractual milestones are met.
|
|
|
As of
|
||||||
(In thousands)
|
|
September 27, 2015
|
|
December 28, 2014
|
||||
Inventories:
|
|
|
|
|
||||
Raw materials
|
|
$
|
69,317
|
|
|
$
|
46,848
|
|
Work-in-process
|
|
154,920
|
|
|
67,903
|
|
||
Finished goods
|
|
125,378
|
|
|
93,822
|
|
||
|
|
$
|
349,615
|
|
|
$
|
208,573
|
|
|
|
As of
|
||||||
(In thousands)
|
|
September 27, 2015
|
|
December 28, 2014
|
||||
Prepaid expenses and other current assets:
|
|
|
|
|
||||
Deferred project costs
|
|
$
|
61,468
|
|
|
$
|
64,784
|
|
Bond hedge derivative
|
|
—
|
|
|
51,951
|
|
||
VAT receivables, current portion
|
|
11,302
|
|
|
7,554
|
|
||
Deferred costs for solar power systems to be leased
|
|
34,239
|
|
|
22,537
|
|
||
Derivative financial instruments
|
|
6,546
|
|
|
7,018
|
|
||
Other receivables
|
|
72,787
|
|
|
79,927
|
|
||
Other prepaid expenses
|
|
73,427
|
|
|
47,448
|
|
||
Other current assets
|
|
19,286
|
|
|
47,626
|
|
||
|
|
$
|
279,055
|
|
|
$
|
328,845
|
|
|
|
As of
|
||||||
(In thousands)
|
|
September 27, 2015
|
|
December 28, 2014
|
||||
Project assets - plants and land:
|
|
|
|
|
||||
Project assets — plants
|
|
$
|
568,814
|
|
|
$
|
104,328
|
|
Project assets — land
|
|
12,026
|
|
|
12,328
|
|
||
|
|
$
|
580,840
|
|
|
$
|
116,656
|
|
Project assets — plants and land, current portion
|
|
$
|
562,699
|
|
|
$
|
101,181
|
|
Project assets — plants and land, net of current portion
|
|
$
|
18,141
|
|
|
$
|
15,475
|
|
|
|
As of
|
||||||
(In thousands)
|
|
September 27, 2015
|
|
December 28, 2014
|
||||
Property, plant and equipment, net:
|
|
|
|
|
||||
Manufacturing equipment
3
|
|
$
|
558,187
|
|
|
$
|
554,124
|
|
Land and buildings
|
|
26,138
|
|
|
26,138
|
|
||
Leasehold improvements
|
|
242,583
|
|
|
236,867
|
|
||
Solar power systems
4
|
|
140,783
|
|
|
124,848
|
|
||
Computer equipment
|
|
99,371
|
|
|
88,257
|
|
||
Furniture and fixtures
|
|
9,963
|
|
|
9,436
|
|
||
Construction-in-process
|
|
186,492
|
|
|
75,570
|
|
||
|
|
1,263,517
|
|
|
1,115,240
|
|
||
Less: accumulated depreciation
|
|
(582,137
|
)
|
|
(529,896
|
)
|
||
|
|
$
|
681,380
|
|
|
$
|
585,344
|
|
3
|
The Company's mortgage loan agreement with International Finance Corporation ("IFC") is collateralized by certain manufacturing equipment with a net book value of
$86.4 million
and
$111.9 million
as of
September 27, 2015
and
December 28, 2014
, respectively.
|
4
|
Includes
$110.4 million
and
$94.4 million
of solar power systems associated with sale-leaseback transactions under the financing method as of
September 27, 2015
and
December 28, 2014
, respectively, which are depreciated using the straight-line method to their estimated residual values over the lease terms of up to 20 years (see Note
7
).
|
|
|
As of
|
||||||
(In thousands)
|
|
September 27, 2015
|
|
December 28, 2014
|
||||
Property, plant and equipment, net by geography
5
:
|
|
|
|
|
||||
Philippines
|
|
$
|
418,044
|
|
|
$
|
335,643
|
|
United States
|
|
195,609
|
|
|
183,631
|
|
||
Mexico
|
|
42,529
|
|
|
40,251
|
|
||
Europe
|
|
24,142
|
|
|
24,748
|
|
||
Other
|
|
1,056
|
|
|
1,071
|
|
||
|
|
$
|
681,380
|
|
|
$
|
585,344
|
|
5
|
Property, plant and equipment, net by geography is based on the physical location of the assets.
|
|
|
As of
|
||||||
(In thousands)
|
|
September 27, 2015
|
|
December 28, 2014
|
||||
Other long-term assets:
|
|
|
|
|
||||
Equity method investments
|
|
$
|
283,216
|
|
|
$
|
210,898
|
|
Cost method investments
|
|
36,378
|
|
|
32,308
|
|
||
Other
|
|
72,708
|
|
|
57,023
|
|
||
|
|
$
|
392,302
|
|
|
$
|
300,229
|
|
|
|
As of
|
||||||
(In thousands)
|
|
September 27, 2015
|
|
December 28, 2014
|
||||
Accrued liabilities:
|
|
|
|
|
||||
Bond hedge derivatives
|
|
$
|
—
|
|
|
$
|
51,951
|
|
Employee compensation and employee benefits
|
|
46,205
|
|
|
47,667
|
|
||
Deferred revenue
|
|
17,892
|
|
|
33,412
|
|
||
Short-term residential lease financing
|
|
—
|
|
|
1,489
|
|
||
Interest payable
|
|
8,868
|
|
|
10,575
|
|
||
Short-term warranty reserves
|
|
17,275
|
|
|
13,278
|
|
||
Restructuring reserve
|
|
2,374
|
|
|
13,477
|
|
||
VAT payables
|
|
3,878
|
|
|
6,073
|
|
||
Derivative financial instruments
|
|
1,698
|
|
|
1,345
|
|
||
Short-term residential lease financing with 8point3 Energy Partners
|
|
4,221
|
|
|
—
|
|
||
Proceeds from 8point3 Energy Partners IPO attributable to pre-COD projects
|
|
286,382
|
|
|
—
|
|
||
Other
|
|
144,906
|
|
|
151,767
|
|
||
|
|
$
|
533,699
|
|
|
$
|
331,034
|
|
|
|
As of
|
||||||
(In thousands)
|
|
September 27, 2015
|
|
December 28, 2014
|
||||
Other long-term liabilities:
|
|
|
|
|
|
|||
Deferred revenue
|
|
$
|
179,978
|
|
|
$
|
176,804
|
|
Long-term warranty reserves
|
|
144,364
|
|
|
141,370
|
|
||
Long-term sale-leaseback financing
|
|
127,592
|
|
|
111,904
|
|
||
Long-term residential lease financing
|
|
2,236
|
|
|
27,122
|
|
||
Long-term residential lease financing with 8point3 Energy Partners
|
|
25,087
|
|
|
—
|
|
||
Unrecognized tax benefits
|
|
27,868
|
|
|
31,764
|
|
||
Long-term pension liability
|
|
12,305
|
|
|
9,980
|
|
||
Derivative financial instruments
|
|
1,180
|
|
|
3,712
|
|
||
Other
|
|
31,510
|
|
|
52,688
|
|
||
|
|
$
|
552,120
|
|
|
$
|
555,344
|
|
|
|
As of
|
||||||
(In thousands)
|
|
September 27, 2015
|
|
December 28, 2014
|
||||
Accumulated other comprehensive loss:
|
|
|
|
|
|
|||
Cumulative translation adjustment
|
|
$
|
(11,749
|
)
|
|
$
|
(8,712
|
)
|
Net unrealized loss on derivatives
|
|
4,164
|
|
|
(1,443
|
)
|
||
Net loss on long-term pension liability adjustment
|
|
(2,878
|
)
|
|
(2,878
|
)
|
||
Deferred taxes
|
|
(901
|
)
|
|
(422
|
)
|
||
|
|
$
|
(11,364
|
)
|
|
$
|
(13,455
|
)
|
|
|
As of
|
||||||
(In thousands)
|
|
September 27, 2015
|
|
December 28, 2014
|
||||
Solar power systems leased and to be leased, net
1,2
:
|
|
|
|
|
||||
Solar power systems leased
|
|
$
|
505,496
|
|
|
$
|
396,704
|
|
Solar power systems to be leased
|
|
27,443
|
|
|
21,202
|
|
||
|
|
532,939
|
|
|
417,906
|
|
||
Less: accumulated depreciation
|
|
(40,790
|
)
|
|
(26,993
|
)
|
||
|
|
$
|
492,149
|
|
|
$
|
390,913
|
|
1
|
S
olar power systems leased and to be leased, net are physically located exclusively in the United States.
|
2
|
As of
September 27, 2015
and
December 28, 2014
, the Company had pledged solar assets with an aggregate book value of
zero
and
$140.1 million
, respectively, to third-party investors as security for the Company's contractual obligations.
|
(In thousands)
|
|
Fiscal 2015 (remaining three months)
|
|
Fiscal 2016
|
|
Fiscal 2017
|
|
Fiscal 2018
|
|
Fiscal 2019
|
|
Thereafter
|
|
Total
|
|||||||||
Minimum future rentals on operating leases placed in service
1
|
|
$
|
4,520
|
|
|
15,159
|
|
|
15,185
|
|
|
15,218
|
|
|
15,251
|
|
|
226,845
|
|
|
$
|
292,178
|
|
1
|
Minimum future rentals on operating leases placed in service does not include contingent rentals that may be received from customers under agreements that include performance-based incentives nor does it include rent receivables on operating leases sold to the 8point3 Group.
|
|
|
As of
|
||||||
(In thousands)
|
|
September 27, 2015
|
|
December 28, 2014
|
||||
Financing receivables:
|
|
|
|
|
||||
Minimum lease payments receivable
1
|
|
$
|
327,300
|
|
|
$
|
319,244
|
|
Unguaranteed residual value
|
|
46,687
|
|
|
34,343
|
|
||
Unearned income
|
|
(63,403
|
)
|
|
(74,859
|
)
|
||
Net financing receivables
|
|
$
|
310,584
|
|
|
$
|
278,728
|
|
Current
|
|
$
|
10,348
|
|
|
$
|
9,141
|
|
Long-term
|
|
$
|
300,236
|
|
|
$
|
269,587
|
|
1
|
Net of allowance for doubtful accounts.
|
(In thousands)
|
|
Fiscal 2015 (remaining three months)
|
|
Fiscal 2016
|
|
Fiscal 2017
|
|
Fiscal 2018
|
|
Fiscal 2019
|
|
Thereafter
|
|
Total
|
|||||||||
Scheduled maturities of minimum lease payments receivable
1
|
|
$
|
4,286
|
|
|
16,020
|
|
|
16,156
|
|
|
16,297
|
|
|
16,441
|
|
|
258,100
|
|
|
$
|
327,300
|
|
1
|
Minimum future rentals on sales-type leases placed in service does not include contingent rentals that may be received from customers under agreements that include performance-based incentives.
|
•
|
Level 1 — Quoted prices in active markets for identical assets or liabilities.
|
•
|
Level 2 — Measurements are inputs that are observable for assets or liabilities, either directly or indirectly, other than quoted prices included within Level 1.
|
•
|
Level 3 — Prices or valuations that require management inputs that are both significant to the fair value measurement and unobservable.
|
|
|
September 27, 2015
|
|
December 28, 2014
|
||||||||||||||||||||
(In thousands)
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Total
|
|
Level 1
|
|
Level 2
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
1
:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Money market funds
|
|
$
|
225,000
|
|
|
$
|
225,000
|
|
|
$
|
—
|
|
|
$
|
375,000
|
|
|
$
|
375,000
|
|
|
$
|
—
|
|
Prepaid expenses and other current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Debt derivatives (Note 12)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
51,951
|
|
|
—
|
|
|
51,951
|
|
||||||
Derivative financial instruments (Note 13)
|
|
6,546
|
|
|
—
|
|
|
6,546
|
|
|
7,018
|
|
|
—
|
|
|
7,018
|
|
||||||
Total assets
|
|
$
|
231,546
|
|
|
$
|
225,000
|
|
|
$
|
6,546
|
|
|
$
|
433,969
|
|
|
$
|
375,000
|
|
|
$
|
58,969
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accrued liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Debt derivatives (Note 12)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
51,951
|
|
|
$
|
—
|
|
|
$
|
51,951
|
|
Derivative financial instruments (Note 13)
|
|
1,698
|
|
|
—
|
|
|
1,698
|
|
|
1,345
|
|
|
—
|
|
|
1,345
|
|
||||||
Other long-term liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative financial instruments (Note 13)
|
|
1,180
|
|
|
—
|
|
|
1,180
|
|
|
3,712
|
|
|
—
|
|
|
3,712
|
|
||||||
Total liabilities
|
|
$
|
2,878
|
|
|
$
|
—
|
|
|
$
|
2,878
|
|
|
$
|
57,008
|
|
|
$
|
—
|
|
|
$
|
57,008
|
|
|
|
As of
1
|
||
|
|
December 28, 2014
|
||
Stock price
|
|
$
|
26.32
|
|
Exercise price
|
|
$
|
22.53
|
|
Interest rate
|
|
0.19
|
%
|
|
Stock volatility
|
|
61.7
|
%
|
|
Credit risk adjustment
|
|
0.65
|
%
|
|
Maturity date
|
|
February 18, 2015
|
|
1
|
The valuation model utilizes these inputs to value the right but not the obligation to purchase one share of the Company's common stock at
$22.53
. The Company utilized a Black-Scholes valuation model to value the
4.50%
Bond Hedge and embedded cash conversion option. The underlying input assumptions were determined as follows:
|
(i)
|
Stock price. The closing price of the Company's common stock on the last trading day of the quarter.
|
(ii)
|
Exercise prices. The exercise price of the
4.50%
Bond Hedge and the embedded cash conversion option.
|
(iii)
|
Interest rate. The Treasury Strip rate associated with the life of the
4.50%
Bond Hedge and the embedded cash conversion option.
|
(iv)
|
Stock volatility. The volatility of the Company's common stock over the life of the
4.50%
Bond Hedge and the embedded cash conversion option.
|
(v)
|
Credit risk adjustment. Represents the weighted average of the credit default swap rate of the counterparties.
|
|
|
As of
|
||||||
(In thousands)
|
|
September 27, 2015
|
|
December 28, 2014
|
||||
Accounts receivable
|
|
$
|
20,543
|
|
|
$
|
22,425
|
|
Other long-term assets
|
|
$
|
1,405
|
|
|
$
|
1,623
|
|
Accounts payable
|
|
$
|
50,507
|
|
|
$
|
50,039
|
|
Accrued liabilities
|
|
$
|
290,604
|
|
|
$
|
—
|
|
Customer advances
|
|
$
|
85
|
|
|
$
|
4,210
|
|
Other long-term liabilities
|
|
$
|
25,087
|
|
|
$
|
—
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
(In thousands)
|
|
September 27, 2015
|
|
September 28, 2014
|
|
September 27, 2015
|
|
September 28, 2014
|
||||||||
Payments made to investees for products/services
|
|
$
|
100,129
|
|
|
$
|
107,328
|
|
|
$
|
328,159
|
|
|
$
|
329,434
|
|
Revenue from sales to investees of products/services
|
|
$
|
8,953
|
|
|
$
|
—
|
|
|
$
|
35,755
|
|
|
$
|
—
|
|
|
|
Nine Months Ended
|
|
Cumulative To Date
|
||||||||
(In thousands)
|
|
September 27, 2015
|
|
September 28, 2014
|
|
|||||||
November 2014 Plan:
|
|
|
|
|
|
|
||||||
Non-cash impairment charges
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
724
|
|
Severance and benefits
|
|
3,462
|
|
|
—
|
|
|
15,642
|
|
|||
Other costs
1
|
|
3,034
|
|
|
—
|
|
|
3,247
|
|
|||
|
|
6,501
|
|
|
—
|
|
|
19,613
|
|
|||
|
|
|
|
|
|
|
||||||
Legacy Restructuring Plans:
|
|
|
|
|
|
|
||||||
Non-cash impairment charges
|
|
—
|
|
|
—
|
|
|
60,596
|
|
|||
Severance and benefits
|
|
(143
|
)
|
|
(1,657
|
)
|
|
46,566
|
|
|||
Lease and related termination costs
|
|
—
|
|
|
382
|
|
|
5,774
|
|
|||
Other costs
1
|
|
(302
|
)
|
|
285
|
|
|
10,558
|
|
|||
|
|
(445
|
)
|
|
(990
|
)
|
|
123,494
|
|
|||
Total restructuring charges
|
|
$
|
6,056
|
|
|
$
|
(990
|
)
|
|
$
|
143,107
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
|
||||||||||||||
(In thousands)
|
|
December 28, 2014
|
|
Charges (Benefits)
|
|
Payments
|
|
September 27, 2015
|
||||||||
November 2014 Plan:
|
|
|
|
|
|
|
|
|
||||||||
Severance and benefits
|
|
$
|
12,075
|
|
|
$
|
3,462
|
|
|
$
|
(14,559
|
)
|
|
$
|
978
|
|
Other costs
1
|
|
145
|
|
|
3,034
|
|
|
(2,046
|
)
|
|
1,133
|
|
||||
|
|
12,220
|
|
|
6,496
|
|
|
(16,605
|
)
|
|
2,111
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Legacy Restructuring Plans:
|
|
|
|
|
|
|
|
|
||||||||
Severance and benefits
|
|
421
|
|
|
(143
|
)
|
|
(276
|
)
|
|
2
|
|
||||
Lease and related termination costs
|
|
390
|
|
|
—
|
|
|
(23
|
)
|
|
367
|
|
||||
Other costs
1
|
|
446
|
|
|
(302
|
)
|
|
(250
|
)
|
|
(106
|
)
|
||||
|
|
1,257
|
|
|
(445
|
)
|
|
(549
|
)
|
|
263
|
|
||||
Total restructuring liability
|
|
$
|
13,477
|
|
|
$
|
6,051
|
|
|
$
|
(17,154
|
)
|
|
$
|
2,374
|
|
1
|
Other costs primarily represent associated legal services and costs of relocating employees.
|
(In thousands)
|
|
Fiscal 2015 (remaining three months)
|
|
Fiscal 2016
|
|
Fiscal 2017
|
|
Fiscal 2018
|
|
Fiscal 2019
|
|
Thereafter
|
|
Total
1,2
|
|||||||||
Future purchase obligations
|
|
$
|
664,841
|
|
|
322,623
|
|
|
348,818
|
|
|
182,217
|
|
|
175,695
|
|
|
164,847
|
|
|
$
|
1,859,041
|
|
1
|
Total future purchase obligations as of
September 27, 2015
include
$141.6 million
to related parties.
|
2
|
Total future purchase obligations were composed of
$264.3 million
related to non-cancellable purchase orders and
$1.6 billion
related to long-term supply agreements.
|
(In thousands)
|
|
Fiscal 2015 (remaining three months)
|
|
Fiscal 2016
|
|
Fiscal 2017
|
|
Fiscal 2018
|
|
Fiscal 2019
|
|
Thereafter
|
|
Total
|
|||||||||
Estimated utilization of advances from customers
|
|
$
|
6,813
|
|
|
26,680
|
|
|
27,039
|
|
|
27,039
|
|
|
28,842
|
|
|
43,263
|
|
|
$
|
159,676
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
(In thousands)
|
|
September 27, 2015
|
|
September 28, 2014
|
|
September 27, 2015
|
|
September 28, 2014
|
||||||||
Balance at the beginning of the period
|
|
$
|
156,531
|
|
|
$
|
150,793
|
|
|
$
|
154,648
|
|
|
$
|
149,372
|
|
Accruals for warranties issued during the period
|
|
6,716
|
|
|
9,112
|
|
|
19,058
|
|
|
18,613
|
|
||||
Settlements and adjustments during the period
|
|
(1,608
|
)
|
|
(5,162
|
)
|
|
(12,067
|
)
|
|
(13,242
|
)
|
||||
Balance at the end of the period
|
|
$
|
161,639
|
|
|
$
|
154,743
|
|
|
$
|
161,639
|
|
|
$
|
154,743
|
|
|
|
September 27, 2015
|
|
December 28, 2014
|
||||||||||||||||||||||||||||
(In thousands)
|
|
Face Value
|
|
Short-term
|
|
Long-term
|
|
Total
|
|
Face Value
|
|
Short-term
|
|
Long-term
|
|
Total
|
||||||||||||||||
Convertible debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
0.875% debentures due 2021
|
|
$
|
400,000
|
|
|
$
|
—
|
|
|
$
|
396,248
|
|
|
$
|
396,248
|
|
|
$
|
400,000
|
|
|
$
|
—
|
|
|
$
|
395,475
|
|
|
$
|
395,475
|
|
0.75% debentures due 2018
|
|
300,000
|
|
|
—
|
|
|
297,966
|
|
|
297,966
|
|
|
300,000
|
|
|
—
|
|
|
297,401
|
|
|
297,401
|
|
||||||||
4.50% debentures due 2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
249,645
|
|
|
245,325
|
|
|
—
|
|
|
245,325
|
|
||||||||
0.75% debentures due 2027
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
79
|
|
|
—
|
|
|
79
|
|
|
79
|
|
||||||||
IFC mortgage loan
|
|
32,500
|
|
|
14,993
|
|
|
16,691
|
|
|
31,684
|
|
|
47,500
|
|
|
14,983
|
|
|
31,492
|
|
|
46,475
|
|
||||||||
CEDA loan
|
|
30,000
|
|
|
—
|
|
|
27,657
|
|
|
27,657
|
|
|
30,000
|
|
|
—
|
|
|
27,379
|
|
|
27,379
|
|
||||||||
Quinto Credit Facility
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
61,481
|
|
|
—
|
|
|
61,481
|
|
|
61,481
|
|
||||||||
Other debt
1
|
|
220,063
|
|
|
4,156
|
|
|
214,717
|
|
|
218,873
|
|
|
91,398
|
|
|
1,963
|
|
|
88,605
|
|
|
90,568
|
|
||||||||
|
|
$
|
982,563
|
|
|
$
|
19,149
|
|
|
$
|
953,279
|
|
|
$
|
972,428
|
|
|
$
|
1,180,103
|
|
|
$
|
262,271
|
|
|
$
|
901,912
|
|
|
$
|
1,164,183
|
|
1
|
Other debt excludes payments related to capital leases, which are disclosed in Note
10
.
|
(In thousands)
|
|
Fiscal 2015 (remaining three months)
|
|
Fiscal 2016
|
|
Fiscal 2017
|
|
Fiscal 2018
|
|
Fiscal 2019
|
|
Thereafter
|
|
Total
|
|||||||||
Aggregate future maturities of outstanding debt
|
|
$
|
648
|
|
|
19,588
|
|
|
20,761
|
|
|
310,291
|
|
|
6,833
|
|
|
624,442
|
|
|
$
|
982,563
|
|
|
|
September 27, 2015
|
|
December 28, 2014
|
||||||||||||||||||||
(In thousands)
|
|
Carrying Value
|
|
Face Value
|
|
Fair Value
1
|
|
Carrying Value
|
|
Face Value
|
|
Fair Value
1
|
||||||||||||
Convertible debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
0.875% debentures due 2021
|
|
$
|
396,248
|
|
|
$
|
400,000
|
|
|
$
|
338,524
|
|
|
$
|
395,475
|
|
|
$
|
400,000
|
|
|
$
|
358,000
|
|
0.75% debentures due 2018
|
|
297,966
|
|
|
300,000
|
|
|
328,104
|
|
|
297,401
|
|
|
300,000
|
|
|
366,750
|
|
||||||
4.50% debentures due 2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
245,325
|
|
|
249,645
|
|
|
294,581
|
|
||||||
0.75% debentures due 2027
|
|
—
|
|
|
—
|
|
|
—
|
|
|
79
|
|
|
79
|
|
|
80
|
|
||||||
|
|
$
|
694,214
|
|
|
$
|
700,000
|
|
|
$
|
666,628
|
|
|
$
|
938,280
|
|
|
$
|
949,724
|
|
|
$
|
1,019,411
|
|
1
|
The fair value of the convertible debt was determined using Level 2 inputs based on quarterly market prices as reported by an independent pricing source.
|
(In thousands)
|
|
Balance Sheet Classification
|
|
September 27, 2015
|
|
December 28, 2014
|
||||
Assets
|
|
|
|
|
|
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
||||
Foreign currency option contracts
|
|
Prepaid expenses and other current assets
|
|
$
|
—
|
|
|
$
|
2,240
|
|
Foreign currency forward exchange contracts
|
|
Prepaid expenses and other current assets
|
|
3,516
|
|
|
4
|
|
||
|
|
|
|
$
|
3,516
|
|
|
$
|
2,244
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
||||
Foreign currency forward exchange contracts
|
|
Prepaid expenses and other current assets
|
|
3,030
|
|
|
4,774
|
|
||
Interest rate contracts
|
|
Other long-term assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
$
|
3,030
|
|
|
$
|
4,774
|
|
|
|
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
|
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
||||
Foreign currency forward exchange contracts
|
|
Accrued liabilities
|
|
—
|
|
|
—
|
|
||
Interest rate contracts
|
|
Other long-term liabilities
|
|
650
|
|
|
3,712
|
|
||
|
|
|
|
$
|
650
|
|
|
$
|
3,712
|
|
|
|
|
|
|
|
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
||||
Foreign currency forward exchange contracts
|
|
Accrued liabilities
|
|
1,698
|
|
|
1,345
|
|
||
Interest rate contracts
|
|
Other long-term liabilities
|
|
530
|
|
|
—
|
|
||
|
|
|
|
$
|
2,228
|
|
|
$
|
1,345
|
|
|
|
September 27, 2015
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
Gross Amounts Not Offset in the Consolidated Balance Sheets, but Have Rights to Offset
|
|
|
||||||||||||||
(In thousands)
|
|
Gross Amounts Recognized
|
|
Gross Amounts Offset
|
|
Net Amounts Presented
|
|
Financial Instruments
|
|
Cash Collateral
|
|
Net Amounts
|
||||||||||||
Derivative assets
|
|
$
|
6,546
|
|
|
$
|
—
|
|
|
$
|
6,546
|
|
|
$
|
1,698
|
|
|
$
|
—
|
|
|
$
|
4,848
|
|
Derivative liabilities
|
|
$
|
2,878
|
|
|
$
|
—
|
|
|
$
|
2,878
|
|
|
$
|
1,698
|
|
|
$
|
—
|
|
|
$
|
1,180
|
|
|
|
December 28, 2014
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
Gross Amounts Not Offset in the Consolidated Balance Sheets, but Have Rights to Offset
|
|
|
||||||||||||||
(In thousands)
|
|
Gross Amounts Recognized
|
|
Gross Amounts Offset
|
|
Net Amounts Presented
|
|
Financial Instruments
|
|
Cash Collateral
|
|
Net Amounts
|
||||||||||||
Derivative assets
|
|
$
|
7,018
|
|
|
$
|
—
|
|
|
$
|
7,018
|
|
|
$
|
1,345
|
|
|
$
|
—
|
|
|
$
|
5,673
|
|
Derivative liabilities
|
|
$
|
5,057
|
|
|
$
|
—
|
|
|
$
|
5,057
|
|
|
$
|
1,345
|
|
|
$
|
—
|
|
|
$
|
3,712
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
(In thousands)
|
|
September 27, 2015
|
|
September 28, 2014
|
|
September 27, 2015
|
|
September 28, 2014
|
||||||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
||||||||
Loss in OCI at the beginning of the period
|
|
$
|
(635
|
)
|
|
$
|
(448
|
)
|
|
$
|
(1,443
|
)
|
|
$
|
(805
|
)
|
Unrealized gain recognized in OCI
|
|
4,704
|
|
|
2,351
|
|
|
9,339
|
|
|
2,213
|
|
||||
Less: Loss (gain) reclassified from OCI to earnings
|
|
95
|
|
|
(203
|
)
|
|
(3,732
|
)
|
|
292
|
|
||||
Net gain on derivatives
|
|
$
|
4,799
|
|
|
$
|
2,148
|
|
|
$
|
5,607
|
|
|
$
|
2,505
|
|
Gain in OCI at the end of the period
|
|
$
|
4,164
|
|
|
$
|
1,700
|
|
|
$
|
4,164
|
|
|
$
|
1,700
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
(In thousands)
|
|
September 27, 2015
|
|
September 28, 2014
|
|
September 27, 2015
|
|
September 28, 2014
|
||||||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
||||||||
Gain (loss) recognized in "Other, net" on derivatives (ineffective portion and amount excluded from effectiveness testing)
|
|
$
|
(666
|
)
|
|
$
|
(42
|
)
|
|
$
|
(1,289
|
)
|
|
$
|
769
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||||||
Gain recognized in "Other, net"
|
|
$
|
(39
|
)
|
|
$
|
3,254
|
|
|
$
|
1,112
|
|
|
$
|
3,460
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
(In thousands, except per share amounts)
|
|
September 27, 2015
|
|
September 28, 2014
|
|
September 27, 2015
|
|
September 28, 2014
|
||||||||
Basic net income (loss) per share:
|
|
|
|
|
|
|
|
|
||||||||
Numerator
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to stockholders
|
|
$
|
(56,326
|
)
|
|
$
|
32,033
|
|
|
$
|
(59,398
|
)
|
|
$
|
111,179
|
|
Denominator
|
|
|
|
|
|
|
|
|
||||||||
Basic weighted-average common shares
|
|
136,473
|
|
|
131,204
|
|
|
134,294
|
|
|
127,716
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Basic net income (loss) per share
|
|
$
|
(0.41
|
)
|
|
$
|
0.24
|
|
|
$
|
(0.44
|
)
|
|
$
|
0.87
|
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted net income (loss) per share:
|
|
|
|
|
|
|
|
|
||||||||
Numerator
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to stockholders
|
|
(56,326
|
)
|
|
32,033
|
|
|
(59,398
|
)
|
|
111,179
|
|
||||
Add: Interest expense incurred on the 0.75% debentures due 2018, net of tax
|
|
—
|
|
|
551
|
|
|
—
|
|
|
1,552
|
|
||||
Add: Interest expense incurred on the 0.875% debentures due 2021, net of tax
|
|
—
|
|
|
858
|
|
|
—
|
|
|
1,039
|
|
||||
Net income (loss) available to common stockholders
|
|
(56,326
|
)
|
|
33,442
|
|
|
(59,398
|
)
|
|
113,770
|
|
||||
Denominator
|
|
|
|
|
|
|
|
|
||||||||
Basic weighted-average common shares
|
|
136,473
|
|
|
131,204
|
|
|
134,294
|
|
|
127,716
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
||||||||
Stock options
|
|
—
|
|
|
79
|
|
|
—
|
|
|
93
|
|
||||
Restricted stock units
|
|
—
|
|
|
4,110
|
|
|
—
|
|
|
4,803
|
|
||||
Upfront Warrants (held by Total)
|
|
—
|
|
|
7,525
|
|
|
—
|
|
|
7,344
|
|
||||
Warrants (under the CSO2015)
|
|
—
|
|
|
3,970
|
|
|
—
|
|
|
3,326
|
|
||||
Warrants (under the CSO2014)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
349
|
|
||||
0.75% debentures due 2018
|
|
—
|
|
|
12,026
|
|
|
—
|
|
|
12,026
|
|
||||
0.875% debentures due 2021
|
|
—
|
|
|
8,203
|
|
|
—
|
|
|
3,305
|
|
||||
Dilutive weighted-average common shares
|
|
136,473
|
|
|
167,117
|
|
|
134,294
|
|
|
158,962
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Diluted net income (loss) per share
|
|
$
|
(0.41
|
)
|
|
$
|
0.20
|
|
|
$
|
(0.44
|
)
|
|
$
|
0.72
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
(In thousands)
|
|
September 27, 2015
1
|
|
September 28, 2014
|
|
September 27, 2015
1
|
|
September 28, 2014
|
||||
Stock options
|
|
168
|
|
|
118
|
|
|
168
|
|
|
139
|
|
Restricted stock units
|
|
3,718
|
|
|
368
|
|
|
3,718
|
|
|
375
|
|
Upfront Warrants (held by Total)
|
|
6,531
|
|
|
—
|
|
|
6,880
|
|
|
—
|
|
Warrants (under the CSO2015)
|
|
n/a
|
|
|
—
|
|
|
1,218
|
|
|
—
|
|
0.75% debentures due 2018
|
|
12,026
|
|
|
—
|
|
|
12,026
|
|
|
—
|
|
0.875% debentures due 2021
|
|
8,203
|
|
|
—
|
|
|
8,203
|
|
|
—
|
|
4.75% debentures due 2014
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
3,347
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
(In thousands)
|
|
September 27, 2015
|
|
September 28, 2014
|
|
September 27, 2015
|
|
September 28, 2014
|
||||||||
Cost of Residential revenue
|
|
$
|
1,541
|
|
|
$
|
1,007
|
|
|
$
|
3,675
|
|
|
$
|
2,891
|
|
Cost of Commercial revenue
|
|
917
|
|
|
440
|
|
|
1,836
|
|
|
1,471
|
|
||||
Cost of Power Plant revenue
|
|
1,752
|
|
|
2,525
|
|
|
4,525
|
|
|
6,516
|
|
||||
Research and development
|
|
2,172
|
|
|
2,022
|
|
|
6,825
|
|
|
5,731
|
|
||||
Sales, general and administrative
|
|
8,516
|
|
|
7,731
|
|
|
25,623
|
|
|
25,331
|
|
||||
Total stock-based compensation expense
|
|
$
|
14,898
|
|
|
$
|
13,725
|
|
|
$
|
42,484
|
|
|
$
|
41,940
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
(In thousands)
|
|
September 27, 2015
|
|
September 28, 2014
|
|
September 27, 2015
|
|
September 28, 2014
|
||||||||
Restricted stock units
|
|
14,517
|
|
|
13,376
|
|
|
43,906
|
|
|
41,724
|
|
||||
Change in stock-based compensation capitalized in inventory
|
|
381
|
|
|
349
|
|
|
(1,422
|
)
|
|
216
|
|
||||
Total stock-based compensation expense
|
|
$
|
14,898
|
|
|
$
|
13,725
|
|
|
$
|
42,484
|
|
|
$
|
41,940
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
(In thousands)
|
|
September 27, 2015
|
|
September 28, 2014
|
|
September 27, 2015
|
|
September 28, 2014
|
||||||||
Revenue
|
|
|
|
|
|
|
|
|
||||||||
Distributed Generation
|
|
|
|
|
|
|
|
|
||||||||
Residential
|
|
163,563
|
|
|
153,947
|
|
|
471,092
|
|
|
474,799
|
|
||||
Commercial
|
|
84,983
|
|
|
94,830
|
|
|
197,030
|
|
|
256,421
|
|
||||
Power Plant
|
|
131,672
|
|
|
413,957
|
|
|
533,987
|
|
|
1,131,807
|
|
||||
Total revenue
|
|
380,218
|
|
|
662,734
|
|
|
1,202,109
|
|
|
1,863,027
|
|
||||
Cost of revenue
|
|
|
|
|
|
|
|
|
||||||||
Distributed Generation
|
|
|
|
|
|
|
|
|
||||||||
Residential
|
|
126,411
|
|
|
126,552
|
|
|
366,162
|
|
|
384,241
|
|
||||
Commercial
|
|
72,337
|
|
|
81,231
|
|
|
178,059
|
|
|
220,483
|
|
||||
Power Plant
|
|
118,826
|
|
|
346,437
|
|
|
433,545
|
|
|
892,655
|
|
||||
Total cost of revenue
|
|
317,574
|
|
|
554,220
|
|
|
977,766
|
|
|
1,497,379
|
|
||||
Gross margin
|
|
|
|
|
|
|
|
|
||||||||
Distributed Generation
|
|
|
|
|
|
|
|
|
||||||||
Residential
|
|
37,152
|
|
|
27,395
|
|
|
104,930
|
|
|
90,558
|
|
||||
Commercial
|
|
12,646
|
|
|
13,599
|
|
|
18,971
|
|
|
35,938
|
|
||||
Power Plant
|
|
12,846
|
|
|
67,520
|
|
|
100,442
|
|
|
239,152
|
|
||||
Total gross margin
|
|
$
|
62,644
|
|
|
$
|
108,514
|
|
|
$
|
224,343
|
|
|
$
|
365,648
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
(As a percentage of total revenue)
|
|
September 27, 2015
|
|
September 28, 2014
|
|
September 27, 2015
|
|
September 28, 2014
|
||||
Revenue by geography:
|
|
|
|
|
|
|
|
|
||||
United States
|
|
74
|
%
|
|
62
|
%
|
|
69
|
%
|
|
63
|
%
|
Japan
|
|
11
|
%
|
|
13
|
%
|
|
14
|
%
|
|
15
|
%
|
Rest of World
|
|
15
|
%
|
|
25
|
%
|
|
17
|
%
|
|
22
|
%
|
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
Three Months Ended
September 28, 2015
|
|||||||||||||||||||||||||||||||
|
|
Revenue
|
|
Gross margin
|
|||||||||||||||||||||||||||||
Revenue and Gross margin by segment (in thousands, except percentages):
|
|
Residential
|
|
Commercial
|
|
Power Plant
|
|
Residential
|
|
Commercial
|
|
Power Plant
|
|||||||||||||||||||||
As reviewed by CODM
|
|
$
|
162,252
|
|
|
$
|
145,913
|
|
|
$
|
133,239
|
|
|
$
|
36,081
|
|
|
22.2
|
%
|
|
$
|
31,262
|
|
|
21.4
|
%
|
|
$
|
10,879
|
|
|
8.2
|
%
|
8point3 Energy Partners
|
|
1,311
|
|
|
(60,930
|
)
|
|
—
|
|
|
508
|
|
|
|
|
(18,804
|
)
|
|
|
|
—
|
|
|
|
|||||||||
Utility and power plant projects
|
|
—
|
|
|
—
|
|
|
(1,567
|
)
|
|
—
|
|
|
|
|
—
|
|
|
|
|
516
|
|
|
|
|||||||||
FPSC arbitration ruling
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,456
|
|
|
|
|
1,299
|
|
|
|
|
3,745
|
|
|
|
|||||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,541
|
)
|
|
|
|
(917
|
)
|
|
|
|
(1,752
|
)
|
|
|
|||||||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(352
|
)
|
|
|
|
(194
|
)
|
|
|
|
(542
|
)
|
|
|
|||||||||
GAAP
|
|
$
|
163,563
|
|
|
$
|
84,983
|
|
|
$
|
131,672
|
|
|
$
|
37,152
|
|
|
22.7
|
%
|
|
$
|
12,646
|
|
|
14.9
|
%
|
|
$
|
12,846
|
|
|
9.8
|
%
|
|
|
Three Months Ended
September 28, 2014
|
|||||||||||||||||||||||||||||||
|
|
Revenue
|
|
Gross margin
|
|||||||||||||||||||||||||||||
Revenue and Gross margin by segment (in thousands, except percentages):
|
|
Residential
|
|
Commercial
|
|
Power Plant
|
|
Residential
|
|
Commercial
|
|
Power Plant
|
|||||||||||||||||||||
As reviewed by CODM
|
|
$
|
153,947
|
|
|
$
|
94,830
|
|
|
$
|
455,432
|
|
|
$
|
28,576
|
|
|
18.6
|
%
|
|
$
|
14,114
|
|
|
14.9
|
%
|
|
$
|
74,994
|
|
|
16.5
|
%
|
Utility and power plant projects
|
|
—
|
|
|
—
|
|
|
(41,475
|
)
|
|
—
|
|
|
|
|
—
|
|
|
|
|
721
|
|
|
|
|||||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,007
|
)
|
|
|
|
(440
|
)
|
|
|
|
(2,525
|
)
|
|
|
|||||||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(174
|
)
|
|
|
|
(75
|
)
|
|
|
|
(5,670
|
)
|
|
|
|||||||||
GAAP
|
|
$
|
153,947
|
|
|
$
|
94,830
|
|
|
$
|
413,957
|
|
|
$
|
27,395
|
|
|
17.8
|
%
|
|
$
|
13,599
|
|
|
14.3
|
%
|
|
$
|
67,520
|
|
|
16.3
|
%
|
|
|
Nine Months Ended
September 27, 2015
|
|||||||||||||||||||||||||||||||
|
|
Revenue
|
|
Gross margin
|
|||||||||||||||||||||||||||||
Revenue and Gross margin by segment (in thousands, except percentages):
|
|
Residential
|
|
Commercial
|
|
Power Plant
|
|
Residential
|
|
Commercial
|
|
Power Plant
|
|||||||||||||||||||||
As reviewed by CODM
|
|
$
|
469,781
|
|
|
$
|
257,960
|
|
|
$
|
520,971
|
|
|
$
|
106,769
|
|
|
22.7
|
%
|
|
$
|
38,303
|
|
|
14.8
|
%
|
|
$
|
87,454
|
|
|
16.8
|
%
|
8point3 Energy Partners
|
|
1,311
|
|
|
(60,930
|
)
|
|
—
|
|
|
508
|
|
|
|
|
(18,804
|
)
|
|
|
|
—
|
|
|
|
|||||||||
Utility and power plant projects
|
|
—
|
|
|
—
|
|
|
13,016
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
16,095
|
|
|
|
|||||||||
FPSC arbitration ruling
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,425
|
|
|
|
|
2,593
|
|
|
|
|
7,582
|
|
|
|
|||||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,675
|
)
|
|
|
|
(1,836
|
)
|
|
|
|
(4,524
|
)
|
|
|
|||||||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,097
|
)
|
|
|
|
(1,285
|
)
|
|
|
|
(6,165
|
)
|
|
|
|||||||||
GAAP
|
|
$
|
471,092
|
|
|
$
|
197,030
|
|
|
$
|
533,987
|
|
|
$
|
104,930
|
|
|
22.3
|
%
|
|
$
|
18,971
|
|
|
9.6
|
%
|
|
$
|
100,442
|
|
|
18.8
|
%
|
|
|
Nine Months Ended
September 28, 2014
|
|||||||||||||||||||||||||||||||
|
|
Revenue
|
|
Gross margin
|
|||||||||||||||||||||||||||||
Revenue and Gross margin by segment (in thousands, except percentages):
|
|
Residential
|
|
Commercial
|
|
Power Plant
|
|
Residential
|
|
Commercial
|
|
Power Plant
|
|||||||||||||||||||||
As reviewed by CODM
|
|
$
|
474,799
|
|
|
$
|
256,421
|
|
|
$
|
1,277,768
|
|
|
$
|
93,996
|
|
|
19.8
|
%
|
|
$
|
37,676
|
|
|
14.7
|
%
|
|
$
|
257,481
|
|
|
20.2
|
%
|
Utility and power plant projects
|
|
—
|
|
|
—
|
|
|
(145,961
|
)
|
|
—
|
|
|
|
|
—
|
|
|
|
|
(5,285
|
)
|
|
|
|||||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,891
|
)
|
|
|
|
(1,471
|
)
|
|
|
|
(6,516
|
)
|
|
|
|||||||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(547
|
)
|
|
|
|
(267
|
)
|
|
|
|
(6,528
|
)
|
|
|
|||||||||
GAAP
|
|
$
|
474,799
|
|
|
$
|
256,421
|
|
|
$
|
1,131,807
|
|
|
$
|
90,558
|
|
|
19.1
|
%
|
|
$
|
35,938
|
|
|
14.0
|
%
|
|
$
|
239,152
|
|
|
21.1
|
%
|
Project
|
|
Location
|
|
Size (MW)
|
|
Third-Party Owner / Purchaser
|
|
Power Purchase Agreement(s)
|
|
Expected Substantial Completion of Project
|
Solar Star Projects
|
|
California, USA
|
|
748
|
|
MidAmerican Energy Holdings Company
|
|
Southern California Edison
|
|
2015
|
Quinto Solar Project
|
|
California, USA
|
|
135
|
|
8point3 Energy Partners
|
|
Southern California Edison
|
|
2015
|
Prieska Solar Project
1
|
|
South Africa
|
|
86
|
|
Mulilo Prieska PV (RF) Proprietary Limited
|
|
Eskom Holdings Soc LTD
|
|
2016
|
1
|
We have entered into an EPC agreement and a long-term fixed price O&M agreement with the owners of the Prieska Solar Project.
|
Project
|
|
Location
|
|
Size (MW)
|
|
Power Purchase Agreement(s)
|
|
Expected Substantial Completion of Project
|
Henrietta Solar Project*
|
|
California, USA
|
|
128
|
|
PG&E
|
|
2016
|
Boulder Solar Project
|
|
Nevada, USA
|
|
125
|
|
NV Energy
|
|
2016
|
Stanford Solar Generating Station*
|
|
California, USA
|
|
68
|
|
Stanford University
|
|
2016
|
Hooper Solar Project*
|
|
Colorado, USA
|
|
60
|
|
Public Service Company of Colorado
|
|
2016
|
Rio Bravo Solar Projects
|
|
California, USA
|
|
50
|
|
Southern California Edison
|
|
2016
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||
(In thousands)
|
|
September 27, 2015
|
|
September 28, 2014
|
|
% Change
|
|
September 27, 2015
|
|
September 28, 2014
|
|
% Change
|
||||||||
Distributed Generation
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Residential
|
|
163,563
|
|
|
153,947
|
|
|
6%
|
|
471,092
|
|
|
474,799
|
|
|
(1)%
|
||||
Commercial
|
|
84,983
|
|
|
94,830
|
|
|
(10)%
|
|
197,030
|
|
|
256,421
|
|
|
(23)%
|
||||
Power Plant
|
|
131,672
|
|
|
413,957
|
|
|
(68)%
|
|
533,987
|
|
|
1,131,807
|
|
|
(53)%
|
||||
Total revenue
|
|
$
|
380,218
|
|
|
$
|
662,734
|
|
|
(43)%
|
|
$
|
1,202,109
|
|
|
$
|
1,863,027
|
|
|
(35)%
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||
(In thousands)
|
|
September 27, 2015
|
|
September 28, 2014
|
|
% Change
|
|
September 27, 2015
|
|
September 28, 2014
|
|
% Change
|
||||||||||
Distributed Generation
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential
|
|
126,411
|
|
|
126,552
|
|
|
—
|
%
|
|
366,162
|
|
|
384,241
|
|
|
(5
|
)%
|
||||
Commercial
|
|
72,337
|
|
|
81,231
|
|
|
(11
|
)%
|
|
178,059
|
|
|
220,483
|
|
|
(19
|
)%
|
||||
Power Plant
|
|
118,826
|
|
|
346,437
|
|
|
(66
|
)%
|
|
433,545
|
|
|
892,655
|
|
|
(51
|
)%
|
||||
Total cost of revenue
|
|
$
|
317,574
|
|
|
$
|
554,220
|
|
|
(43
|
)%
|
|
$
|
977,766
|
|
|
$
|
1,497,379
|
|
|
(35
|
)%
|
Total cost of revenue as a percentage of revenue
|
|
84
|
%
|
|
84
|
%
|
|
|
|
81
|
%
|
|
80
|
%
|
|
|
||||||
Total gross margin percentage
|
|
16
|
%
|
|
16
|
%
|
|
|
|
19
|
%
|
|
20
|
%
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
(As a percentage of revenue)
|
|
September 27, 2015
|
|
September 28, 2014
|
|
Change
|
|
September 27, 2015
|
|
September 28, 2014
|
|
Change
|
Distributed Generation
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential
|
|
23%
|
|
18%
|
|
5%
|
|
22%
|
|
19%
|
|
3%
|
Commercial
|
|
15%
|
|
14%
|
|
1%
|
|
10%
|
|
14%
|
|
(4)%
|
Power Plant
|
|
10%
|
|
16%
|
|
(6)%
|
|
19%
|
|
21%
|
|
(2)%
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||
(In thousands)
|
|
September 27, 2015
|
|
September 28, 2014
|
|
% Change
|
|
September 27, 2015
|
|
September 28, 2014
|
|
% Change
|
||||||||||
R&D
|
|
$
|
24,973
|
|
|
$
|
17,291
|
|
|
44
|
%
|
|
$
|
66,701
|
|
|
$
|
50,618
|
|
|
32
|
%
|
As a percentage of revenue
|
|
7
|
%
|
|
3
|
%
|
|
|
|
6
|
%
|
|
3
|
%
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||
(In thousands)
|
|
September 27, 2015
|
|
September 28, 2014
|
|
% Change
|
|
September 27, 2015
|
|
September 28, 2014
|
|
% Change
|
||||||||||
SG&A
|
|
$
|
81,109
|
|
|
$
|
68,394
|
|
|
19
|
%
|
|
$
|
239,843
|
|
|
$
|
213,821
|
|
|
12
|
%
|
As a percentage of revenue
|
|
21
|
%
|
|
10
|
%
|
|
|
|
20
|
%
|
|
11
|
%
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||
(In thousands)
|
|
September 27, 2015
|
|
September 28, 2014
|
|
% Change
|
|
September 27, 2015
|
|
September 28, 2014
|
|
% Change
|
||||||||
Restructuring charges
|
|
$
|
726
|
|
|
$
|
188
|
|
|
n.m.
|
|
$
|
6,056
|
|
|
$
|
(990
|
)
|
|
n.m.
|
As a percentage of revenue
|
|
—
|
%
|
|
—
|
%
|
|
|
|
1
|
%
|
|
—
|
%
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||
(In thousands)
|
|
September 27, 2015
|
|
September 28, 2014
|
|
% Change
|
|
September 27, 2015
|
|
September 28, 2014
|
|
% Change
|
||||||||||
Interest income
|
|
$
|
448
|
|
|
$
|
922
|
|
|
(51
|
)%
|
|
$
|
1,498
|
|
|
$
|
1,908
|
|
|
(21
|
)%
|
Interest expense
|
|
(8,796
|
)
|
|
(17,170
|
)
|
|
(49
|
)%
|
|
(32,994
|
)
|
|
(53,072
|
)
|
|
(38
|
)%
|
||||
Other, net
|
|
(3,601
|
)
|
|
882
|
|
|
(508
|
)%
|
|
8,761
|
|
|
2,175
|
|
|
303
|
%
|
||||
Other expense, net
|
|
$
|
(11,949
|
)
|
|
$
|
(15,366
|
)
|
|
22
|
%
|
|
$
|
(22,735
|
)
|
|
$
|
(48,989
|
)
|
|
54
|
%
|
As a percentage of revenue
|
|
(3
|
)%
|
|
(2
|
)%
|
|
|
|
(2
|
)%
|
|
(3
|
)%
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||
(In thousands)
|
|
September 27, 2015
|
|
September 28, 2014
|
|
% Change
|
|
September 27, 2015
|
|
September 28, 2014
|
|
% Change
|
||||||||||
Benefit from (provision for) income taxes
|
|
$
|
(36,224
|
)
|
|
$
|
8,320
|
|
|
(535
|
)%
|
|
$
|
(37,916
|
)
|
|
$
|
2,868
|
|
|
(1,422
|
)%
|
As a percentage of revenue
|
|
(10
|
)%
|
|
1
|
%
|
|
|
|
(3
|
)%
|
|
—
|
%
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||
(In thousands)
|
|
September 27, 2015
|
|
September 28, 2014
|
|
% Change
|
|
September 27, 2015
|
|
September 28, 2014
|
|
% Change
|
||||||||||
Equity in earnings of unconsolidated investees
|
|
$
|
5,052
|
|
|
$
|
1,689
|
|
|
199
|
%
|
|
$
|
9,107
|
|
|
$
|
5,408
|
|
|
68
|
%
|
As a percentage of revenue
|
|
1.3
|
%
|
|
0.3
|
%
|
|
|
|
0.8
|
%
|
|
0.3
|
%
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||
(In thousands)
|
|
September 27, 2015
|
|
September 28, 2014
|
|
% Change
|
|
September 27, 2015
|
|
September 28, 2014
|
|
% Change
|
||||||||||
Net income (loss)
|
|
$
|
(87,285
|
)
|
|
$
|
17,284
|
|
|
(605
|
)%
|
|
$
|
(139,801
|
)
|
|
$
|
61,486
|
|
|
(327
|
)%
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||
(In thousands)
|
|
September 27, 2015
|
|
September 28, 2014
|
|
% Change
|
|
September 27, 2015
|
|
September 28, 2014
|
|
% Change
|
||||||||||
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests
|
|
$
|
30,959
|
|
|
$
|
14,749
|
|
|
110
|
%
|
|
$
|
80,403
|
|
|
$
|
49,693
|
|
|
62
|
%
|
|
|
Nine Months Ended
|
||||||
(In thousands)
|
|
September 27, 2015
|
|
September 28, 2014
|
||||
Net cash used in operating activities
|
|
$
|
(429,360
|
)
|
|
$
|
(113,989
|
)
|
Net cash provided by (used in) investing activities
|
|
$
|
62,977
|
|
|
$
|
(106,091
|
)
|
Net cash provided by (used in) financing activities
|
|
$
|
(82,669
|
)
|
|
$
|
382,604
|
|
|
|
|
|
Payments Due by Fiscal Period
|
||||||||||||||||
(In thousands)
|
|
Total
|
|
2015 (remaining three months)
|
|
2016-2017
|
|
2018-2019
|
|
Beyond 2019
|
||||||||||
Convertible debt, including interest
1
|
|
$
|
725,840
|
|
|
$
|
1,438
|
|
|
$
|
11,500
|
|
|
$
|
307,944
|
|
|
$
|
404,958
|
|
IFC mortgage loan, including interest
2
|
|
33,762
|
|
|
295
|
|
|
30,964
|
|
|
2,503
|
|
|
—
|
|
|||||
CEDA loan, including interest
3
|
|
69,526
|
|
|
638
|
|
|
5,100
|
|
|
5,100
|
|
|
58,688
|
|
|||||
Other debt, including interest
4
|
|
353,798
|
|
|
4,580
|
|
|
35,975
|
|
|
38,321
|
|
|
274,922
|
|
|||||
Future financing commitments
5
|
|
179,817
|
|
|
179,817
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating lease commitments
6
|
|
138,035
|
|
|
5,559
|
|
|
29,498
|
|
|
26,477
|
|
|
76,501
|
|
|||||
Sale-leaseback financing
7
|
|
108,026
|
|
|
4,074
|
|
|
16,031
|
|
|
15,241
|
|
|
72,680
|
|
|||||
Capital lease commitments
8
|
|
6,191
|
|
|
556
|
|
|
2,143
|
|
|
1,521
|
|
|
1,971
|
|
|||||
Non-cancellable purchase orders
9
|
|
264,330
|
|
|
264,330
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchase commitments under agreements
|
|
1,594,711
|
|
|
400,511
|
|
|
671,441
|
|
|
357,912
|
|
|
164,847
|
|
|||||
Liabilities associated with uncertain tax positions
|
|
997
|
|
|
—
|
|
|
997
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
3,475,033
|
|
|
$
|
861,798
|
|
|
$
|
803,649
|
|
|
$
|
755,019
|
|
|
$
|
1,054,567
|
|
1
|
Convertible debt, including interest, relates to the aggregate of
$700.0 million
in outstanding principal amount of our senior convertible debentures as of
September 27, 2015
. For the purpose of the table above, we assume that all holders of the outstanding debentures will hold the debentures through the date of maturity, and upon conversion, the values of the senior convertible debentures will be equal to the aggregate principal amount with no premiums.
|
2
|
IFC mortgage loan, including interest, relates to the
$32.5 million
borrowed as of
September 27, 2015
. Under the loan agreement, we are required to repay the amount borrowed, starting 2 years after the date of borrowing, in 10 equal semiannual installments over the following 5 years. We are required to pay interest of LIBOR plus 3% per annum on outstanding borrowings; a front-end fee of 1% on the principal amount of borrowings at the time of borrowing; and a commitment fee of 0.5% per annum on funds available for borrowing and not borrowed.
|
3
|
CEDA loan, including interest, relates to the proceeds of the
$30.0 million
aggregate principal amount of the Bonds. The Bonds mature on April 1, 2031 and bear interest at a fixed rate of 8.50% per annum through maturity.
|
4
|
Other debt, including interest, primarily relates to non-recourse finance projects and solar power systems and leases under our residential lease program as described in "Item 1. Financial Statements—Notes to Consolidated Financial Statements—Note
10
. Commitments and Contingencies."
|
5
|
We and AUO agreed in the joint venture agreement to contribute additional amounts to AUOSP through 2015 amounting to $169.0 million by each shareholder, or such lesser amount as the parties may mutually agree. Further, in connection with a purchase agreement with a non-public company we will be required to provide additional financing to such party of up to $2.9 million, subject to certain conditions.
|
6
|
Operating lease commitments primarily relate to certain solar power systems leased from unaffiliated third parties over minimum lease terms of up to 20 years and various facility lease agreements.
|
7
|
Sale-leaseback financing relates to future minimum lease obligations for solar power systems under sale-leaseback arrangements which were determined to include integral equipment and accounted for under the financing method
.
|
8
|
Capital lease commitments primarily relate to certain buildings, manufacturing
and equipment under capital leases in Europe for terms of up to 12 years.
|
9
|
Non-cancellable purchase orders relate to purchases of raw materials for inventory and manufacturing equipment from a variety of vendors.
|
•
|
insufficient experience with technologies and markets in which the acquired business or joint venture is involved, which may be necessary to successfully operate and/or integrate the business or the joint venture;
|
•
|
problems integrating the acquired operations, personnel, IT infrastructure, technologies or products with the existing business and products;
|
•
|
diversion of management time and attention from the core business to the acquired business or joint venture;
|
•
|
potential failure to retain or hire key technical, management, sales and other personnel of the acquired business or joint venture;
|
•
|
difficulties in retaining or building relationships with suppliers and customers of the acquired business or joint venture, particularly where such customers or suppliers compete with us;
|
•
|
potential failure of the due diligence processes to identify significant issues with product quality and development or legal and financial liabilities, among other things;
|
•
|
potential inability to obtain, or obtain in a timely manner, approvals from governmental authorities or work councils, which could delay or prevent acquisitions, delay our ability to achieve synergies, or our successful operation of acquired companies or joint ventures;
|
•
|
potential necessity to re-apply for permits of acquired projects;
|
•
|
problems managing joint ventures with our partners, meeting capital requirements for expansion, potential litigation with joint venture partners and reliance upon joint ventures which we do not control; for example, our ability to effectively manage our joint venture with AUO and our ability to effectively manage 8point3 Energy Partners with First Solar;
|
•
|
differences in philosophy, strategy or goals with our joint venture partners;
|
•
|
subsequent impairment of the acquired assets, including intangible assets;
|
•
|
assumption of liabilities including, but not limited to, lawsuits, tax examinations, warranty issues, and liabilities associated with compliance with laws (for example, the FCPA); and
|
•
|
the success of our joint venture 8point3 Energy Partners is subject to additional risks described under the risk factor “—We may not realize the expected benefits of our YieldCo strategy.”
|
Period
|
|
Total Number of Shares Purchased
1
|
|
Average Price
Paid Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Number of Shares That May Yet Be Purchased Under the Publicly Announced Plans or Programs
|
|||||
June 29, 2015 through July 26, 2015
|
|
3,525
|
|
|
$
|
27.17
|
|
|
—
|
|
|
—
|
|
July 27, 2015 through August 23, 2015
|
|
52,702
|
|
|
$
|
25.09
|
|
|
—
|
|
|
—
|
|
August 24, 2015 through September 27, 2015
|
|
28,301
|
|
|
$
|
23.45
|
|
|
—
|
|
|
—
|
|
|
|
84,528
|
|
|
$
|
24.63
|
|
|
—
|
|
|
—
|
|
1
|
The shares purchased represent shares surrendered to satisfy tax withholding obligations in connection with the vesting of restricted stock issued to employees.
|
|
SUNPOWER CORPORATION
|
|
|
|
|
Date: October 28, 2015
|
By:
|
/s/ CHARLES D. BOYNTON
|
|
|
|
|
|
Charles D. Boynton
|
|
|
Executive Vice President and
|
|
|
Chief Financial Officer
|
Exhibit Number
|
|
Description
|
10.1*
|
|
SunPower Corporation Outside Director Compensation Policy, as amended on July 22, 2015.
|
10.2*
|
|
2015 Management Career Transition Plan, dated August 10, 2015.
|
10.3*
|
|
Fifth Amendment to Letter of Credit Facility Agreement, dated October 7, 2015, by and among SunPower Corporation, SunPower Corporation, Systems, Total S.A., Deutsche Bank AG New York Branch.
|
31.1*
|
|
Certification by Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a).
|
31.2*
|
|
Certification by Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a).
|
32.1
**
|
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS*
|
|
XBRL Instance Document.
|
101.SCH*
|
|
XBRL Taxonomy Schema Document.
|
101.CAL*
|
|
XBRL Taxonomy Calculation Linkbase Document.
|
101.LAB*
|
|
XBRL Taxonomy Label Linkbase Document.
|
101.PRE*
|
|
XBRL Taxonomy Presentation Linkbase Document.
|
101.DEF*
|
|
XBRL Taxonomy Definition Linkbase Document.
|
1.
|
Termination of Employment
.
|
3.
|
Payment Mechanics
.
|
4.
|
Duration and Amendment
.
|
SUNPOWER CORPORATION
|
|
|
|
/s/ Christopher Jaap
|
|
Name:
|
Christopher Jaap
|
Its:
|
Vice President, Deputy General Counsel & Assistant Secretary
|
Name of Plan:
|
SunPower Corporation 2016
Management Career Transition Plan
|
|
|
Plan Identification Number
|
602
|
|
|
Plan Sponsor
|
SunPower Corporation
77 Rio Robles
San Jose, California 95134
|
|
|
Plan Administrator:
|
Executive Vice President, Administration
SunPower Corporation
77 Rio Robles
San Jose, California 95134
|
|
|
Type of Administration:
|
Self-Administered
|
|
|
Type of Plan:
|
Welfare Benefit Plan that provides for severance pay and certain fringe benefits,
|
a.
|
The Administrative Agent shall have received from the Parent Guarantor, each Credit Party, the Administrative Agent, and the Required Banks either (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment.
|
b.
|
The Administrative Agent shall have received documents and certificates relating to the organization, existence, and good standing of each Credit Party, and the authorization of the transactions contemplated hereby, all in form reasonably satisfactory to the Administrative Agent, including (i) certified copies of the resolutions (or comparable evidence of authority) of each Credit Party approving the transactions contemplated by this Amendment and (ii) a certification as to the names and true signatures of the officers of each Credit Party that are authorized to sign this Amendment.
|
The “Company”
|
|
SUNPOWER CORPORATION
|
|
|
|
By:
|
/s/ Charles D. Boynton
|
Name:
|
Charles D. Boynton
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|
|
The “Subsidiary Applicant”
|
|
SUNPOWER CORPORATION, SYSTEMS
|
|
|
|
By:
|
/s/ Charles D. Boynton
|
Name:
|
Charles D. Boynton
|
Title:
|
Chief Financial Officer
|
|
|
The “Parent Guarantor”
|
|
TOTAL, S.A.
|
|
|
|
By:
|
/s/ Patrick de La Chevardiér
|
Name:
|
Patrick de La Chevardiér
|
Title:
|
Chief Financial Officer
|
The “Administrative Agent”, an “Issuing Bank”,
|
|
and a “Bank”
|
|
|
|
DEUTSCHE BANK AG NEW YORK
|
|
BRANCH, individually, as Administrative
|
|
Agent, and as an Issuing Bank
|
|
|
|
By:
|
/s/ Eric So
|
Name:
|
Eric So
|
Title:
|
Vice President
|
|
|
By:
|
/s/ Christopher J. Shaw
|
Name:
|
Christopher J. Shaw
|
Title:
|
Vice President
|
BANCO SANTANDER, S.A., NEW YORK
|
|
BRANCH, as a Bank
|
|
|
|
By:
|
/s/ Rita Walz-Cuccioli
|
Name:
|
Rita Walz-Cuccioli
|
Title:
|
Executive Director
Banco Santander, S.A., New York Branch
|
|
|
By:
|
/s/ Terence Corcoran
|
Name:
|
Terence Corcoran
|
Title:
|
Senior Vice President
Banco Santander, S.A., New York Branch
|
CREDIT AGRICOLE CORPORATE AND
|
|
INVESTMENT BANK, individually and as an
|
|
Issuing Bank
|
|
|
|
By:
|
/s/ Frederic Bambuck
|
Name:
|
Frederic Bambuck
|
Title:
|
Director
|
|
|
By:
|
/s/ Ghislain Descamps
|
Name:
|
Ghislain Descamps
|
Title:
|
Managing Director
Credit Agricole CIB
|
HSBC BANK USA, NATIONAL
|
|
ASSOCIATION, individually and as an Issuing
|
|
Bank
|
|
|
|
By:
|
/s/ Thomas Lo
|
Name:
|
Thomas Lo
|
Title:
|
Director
|
LLOYDS BANK PLC, as a Bank
|
|
|
|
By:
|
/s/ Daven Popat
|
Name:
|
Daven Popat
|
Title:
|
Senior Vice President - P003
|
|
|
By:
|
/s/ Dennis McClellan
|
Name:
|
Dennis McClellan
|
Title:
|
Assistant Vice President - M040
|
THE BANK OF TOKYO - MITSUBISHI UFJ,
|
|
LTD., PARIS BRANCH, individually and as an
|
|
Issuing Bank
|
|
|
|
By:
|
/s/ Ko Takigawa
|
Name:
|
Ko TAKIGAWA
|
Title:
|
General Manager
|
UNICREDIT BANK AG, as a Bank
|
|
|
|
By:
|
|
Name:
|
|
Title:
|
|
|
|
By:
|
|
Name:
|
|
Title:
|
|
|
1
|
I have reviewed this Quarterly Report on Form 10-Q of SunPower Corporation;
|
2
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4
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The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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5
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
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/S/ THOMAS H. WERNER
|
|
Thomas H. Werner
|
|
President, Chief Executive Officer and Director
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|
(Principal Executive Officer)
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|
|
1
|
I have reviewed this Quarterly Report on Form 10-Q of SunPower Corporation;
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2
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
5
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
|
/S/ CHARLES D. BOYNTON
|
|
Charles D. Boynton
|
|
Executive Vice President and Chief Financial Officer
|
|
(Principal Financial Officer)
|
|
|
|
/S/ THOMAS H. WERNER
|
|
Thomas H. Werner
|
|
President, Chief Executive Officer and Director
|
|
(Principal Executive Officer)
|
|
|
|
/S/ CHARLES D. BOYNTON
|
|
Charles D. Boynton
|
|
Executive Vice President and Chief Financial Officer
|
|
(Principal Financial Officer)
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|